Sharbat v. Iovance Biotherapeutics, Inc., 1:20-cv-01391

Plaintiffs (Sharbat et al.) claimed they were entitled to fees for facilitating investments in Iovance Biotherapeutics under a finder's fee arrangement tied to a contract between Iovance and MBA Holdings, LLC (the "MBA Agreement").
Plaintiffs were not parties or intended beneficiaries of the MBA Agreement; they tried to recover as alleged third-party beneficiaries or via an assignment from MBA.
Plaintiffs failed to establish that their actions directly led to the relevant investments by Joe Edelman and Wayne Rothbaum, as key introductions were made by others or already underway.
The court previously granted dismissal of most claims, leaving only unjust enrichment and indemnity claims, which were later dismissed at summary judgment in favor of Iovance.
After prevailing, Iovance moved for attorneys’ fees under a contractual prevailing-party provision, for Rule 11 sanctions, and for Plaintiffs to post an appeals bond, arguing Plaintiffs' claims and conduct were frivolous and in bad faith.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Entitlement to Attorneys’ Fees	Not available; Plaintiffs are not parties and provision is non-reciprocal.	Third-party beneficiaries may claim fees; provision is broad.	Fees available pursuant to CA law & contract; Iovance prevails.
Scope of Fee Award	Fees should be limited to contract claims, not torts or noncontract claims.	All claims arise from contract and are "on a contract."	Fees cover all contract-based claims; liberal CA standard applies.
Reasonableness of Fee Amounts	Fees/time billed excessive and rates too high; excessive block billing.	Time/reasonable and rates in line with market; detailed records.	Court found hours and rates reasonable; some minor downward adjustments.
Appeals Bond	Bond is unnecessary; no showing of bad faith or risk, some Plaintiffs are NY entities.	High risk of nonpayment; Plaintiffs non-residents/shells; prior bad faith.	Bond set at $50,000; all discretionary factors favor Iovance.

Santisas v. Goodin, 951 P.2d 399 (Cal. 1998) (a party can recover contractual attorneys' fees even if the contract is found invalid or inapplicable under CA law).
Renwick v. Bennett (In re Bennett), 298 F.3d 1059 (9th Cir. 2002) (CA law allows third-party beneficiaries to be liable for attorneys’ fees under a contract).
Cargill, Inc. v. Souza, 134 Cal. Rptr. 3d 39 (Cal. Ct. App. 2011) (third-party beneficiaries may invoke attorneys’ fees provisions unless contract restricts that right).
Blickman Turkus, LP v. MF Downtown Sunnyvale, LLC, 76 Cal. Rptr. 3d 325 (Cal. Ct. App. 2008) (reciprocity in attorneys’ fees for third-party beneficiaries).